AICPA Bylaw Section 340R

Implementing Resolution Under Section 3.4 Board of Directors

As amended May 23, 1994

Resolved:

.01 That the Institute's Board of Directors shall be composed of

(a) The chairman and the vice chairman of the Board of Directors; (b) The president of the Institute; (c) Ten present or former members of the Council elected pursuant to section 6.3 to serve for three years or until the election of their successors; and (d) Three representatives of the public, who are not members of the Institute, one of whom is either the immediate past president or another current Honorary Officer of The Chartered Institute of Management Accountants.